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                                                               EXHIBIT (A)(1)(D)

MERRILL LYNCH & CO.
WORLD FINANCIAL CENTER
SOUTH TOWER
NEW YORK, NEW YORK 10281

                             SHAW INDUSTRIES, INC.
     OFFER TO PURCHASE FOR CASH UP TO 12,000,000 SHARES OF ITS COMMON STOCK
 (INCLUDING ASSOCIATED SERIES A PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS)

                  AT A PURCHASE PRICE NOT IN EXCESS OF $13.50
                         NOR LESS THAN $11.50 PER SHARE

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW
    YORK CITY TIME, ON FRIDAY, APRIL 7, 2000, UNLESS THE OFFER IS EXTENDED.

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

     Shaw Industries, Inc., a Georgia corporation, has appointed us to act as
Dealer Manager in connection with its offer to purchase for cash up to
12,000,000 shares (or such lesser number of shares as are properly tendered) of
its common stock, including the associated rights to purchase preferred stock,
at a price not in excess of $13.50 nor less than $11.50 per share, as specified
by tendering shareholders, upon the terms and subject to the conditions set
forth in its Offer to Purchase, dated March 13, 2000, and in the related Letter
of Transmittal.

     Shaw will determine a single per share price that it will pay for shares
properly tendered and not properly withdrawn pursuant to the offer, taking into
account the number of shares so tendered and the prices specified by tendering
shareholders. Shaw will select the lowest purchase price that will allow it to
purchase up to 12,000,000 shares (or such lesser number of shares as are
properly tendered and not withdrawn) at a price not in excess of $13.50 nor less
than $11.50 per share. In determining which shares it will acquire by means of
the modified "Dutch Auction." Shaw will add the shares tendered by those
shareholders who have indicated their willingness to accept the price determined
in the offer to those shares tendered at $11.50. Accordingly, shares tendered at
the price determined in the offer will be treated the same as shares tendered at
$11.50. No separate consideration will be paid for the preferred stock purchase
rights. All shares properly tendered at prices at or below the purchase price
and not properly withdrawn will be purchased at the purchase price, subject to
the conditions of the offer, including the proration, odd lot priority and
conditional tender provisions. Shares tendered at prices greater than the
purchase price and not properly withdrawn and shares not purchased because of
proration or conditional tenders, will be returned at Shaw's expense promptly
after the expiration of the offer. All shares acquired in the offer will be
acquired at the purchase price. Shaw reserves the right, in its sole discretion,
to purchase more than 12,000,000 shares pursuant to the offer. See Sections 1
and 15 of the Offer to Purchase.

     If, prior to the expiration of the offer, more than 12,000,000 shares (or
such greater number of shares as Shaw may elect to purchase) are properly
tendered and not properly withdrawn, Shaw will purchase shares first from odd
lot holders who properly tender their shares at or below the purchase price and
then on a pro rata basis from all other shareholders whose shares are properly
tendered at or below the purchase price and not withdrawn. If any shareholder
tenders shares and does not wish to have the shares purchased subject to
proration, the shareholder may tender shares subject to the condition that a
specified minimum number of shares (which may be represented by designated stock
certificates) be purchased. See Sections 1, 3 and 6 of the Offer to Purchase.

     The offer is not conditioned on any minimum number of shares being
tendered. The offer is, however, subject to certain other conditions. See
Section 7 of the Offer to Purchase.

     For your information and for forwarding to your clients for whom you hold
shares registered in your name or in the name of your nominee, we are enclosing
the following documents:

          1. Offer to Purchase, dated March 13, 2000;

          2. Letter to Clients which may be sent to your clients for whose
     accounts you hold shares registered in your name or in the name of your
     nominee, with space provided for obtaining such clients' instructions with
     regard to the offer;

          3. Letter, dated March 13, 2000, from Robert E. Shaw, Chairman of the
     Board and Chief Executive Officer of Shaw, to shareholders of Shaw;

          4. Letter of Transmittal for your use and for the information of your
     clients (including a Substitute Form W-9); and
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          5. Notice of Guaranteed Delivery to be used to accept the offer if the
     share certificates and all other required documents cannot be delivered to
     the Depositary by the expiration of the offer or if the procedure for
     book-entry transfer cannot be completed on a timely basis.

          6. Guidelines for Certification of Taxpayer Identification Number on
     Substitute Form W-9 providing information relating to back up Federal
     income tax withholding.

          7. A return envelope addressed to EquiServe Trust Company, N.A., the
     Depositary.

     We urge you to contact your clients as promptly as possible. The offer,
proration period and withdrawal rights will expire at 12:00 midnight, New York
City time, on Friday, April 7, 2000, unless the offer is extended.

     No fees or commissions will be payable to brokers, dealers or any person
for soliciting tenders of shares pursuant to the offer other than fees paid to
the Dealer Manager, the Information Agent or the Depositary as described in the
Offer to Purchase. However, a tendering shareholder who holds shares with such
shareholder's custodian may be required by such custodian to pay a service
charge or other fee. Shaw will, however, upon request, reimburse you for
customary mailing and handling expenses incurred by you in forwarding any of the
enclosed materials to the beneficial owners of shares held by you as a nominee
or in a fiduciary capacity. Shaw will pay or cause to be paid any stock transfer
taxes applicable to its purchase of shares, except as otherwise provided in
Instruction 9 of the Letter of Transmittal.

     In order to take advantage of the offer, a duly executed and properly
completed Letter of Transmittal and any other required documents should be sent
to the Depositary with either certificate(s) representing the tendered shares or
confirmation of their book-entry transfer all in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.

     As described in Section 3, "The Offer-Procedures for Tendering Shares," of
the Offer to Purchase, tenders may be made without the concurrent deposit of
stock certificates or concurrent compliance with the procedure for book-entry
transfer, if such tenders are made by bank, broker, dealer, credit union,
savings association or other entity which is a member in good standing of the
Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit
union, savings association or other entity which is an "eligible guarantor
institution," as the term is defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended. Certificates for shares so tendered (or a
confirmation of a book-entry transfer of such shares into the Depositary's
account at The Depository Trust Company), together with a properly completed and
duly executed Letter of Transmittal and any other documents required by the
Letter of Transmittal, must be received by the Depositary within three New York
Stock Exchange trading days after timely receipt by the Depositary of a properly
completed and duly executed Notice of Guaranteed Delivery.

     Any inquiries you may have with respect to the offer should be addressed to
Merrill Lynch & Co. or to the Information Agent at their respective addresses
and telephone numbers set forth on the back cover page of the Offer to Purchase.

     Additional copies of the enclosed material may be obtained from the
Information Agent at (800) 346-7885 (for banks and brokerage firms) and (877)
977-6197 (for all others).

                                          Very truly yours,

                                          MERRILL LYNCH & CO.

Enclosures

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF SHAW OR ANY OF ITS AFFILIATES, THE DEALER
MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN
CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED THEREIN.

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